efc8-0959_emailedex101.htm


    Exhibit 10.1.1

     

    ASPECT
GLOBAL DIVERSIFIED FUND LP

     

    SECOND
AMENDED AND RESTATED

    ADVISORY
AGREEMENT

    


    This SECOND AMENDED AND RESTATED ADVISORY
AGREEMENT (the “Agreement”) is
entered into as of [____________], 2008 by and among Steben & Company, Inc.,
a Maryland corporation (the “General Partner”),
Aspect Global Diversified Fund LP, a Delaware limited partnership (the “Partnership”), and
Aspect Capital Limited, a limited liability company incorporated under the laws
of England and Wales (the “Advisor”), whose main
business address is Nations House, 103 Wigmore Street, London W1U 1QS, United
Kingdom.

    


    RECITAL

     

    WHEREAS, interests in the
Partnership will be offered pursuant to a registration statement on
Form S-1 as initially filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 13,
2007, and as thereafter amended (SEC File No. 333-148049), under the Securities
Act of 1933, as amended (the “1933 Act”), and the
rules and regulations promulgated by the SEC thereunder (the “SEC Regulations”);
and

    


    WHEREAS, the General Partner
is registered as a commodity pool operator with the U.S. Commodity Futures
Trading  Commission (“CFTC”) and is a
member of the National Futures Association (“NFA”), as well as
being a registered broker dealer and investment advisor with the SEC and a
member of the Financial Industry Regulatory Authority (“FINRA”);
and

    


    WHEREAS, the Advisor is a
registered commodity trading advisor with the CFTC and a member of the NFA;
and

    


    WHEREAS, the Partnership
wishes to retain the Advisor to manage a commodity trading account of the
Partnership (the “Account”) on an
exclusive basis pursuant to the terms and conditions of this Agreement and
pursuant to the terms of that certain Exclusivity and Non-Competition Agreement
(the “Exclusivity and
Non-Competition Agreement”) dated as of even date, that the Partnership
shall establish for that purpose;

    


    WHEREAS, in consideration of
entering into the Initial Advisory Agreement (as hereinafter defined), the
Partnership, the General Partner and the Advisor have entered into the
Exclusivity and Non-Competition Agreement;

    


    WHEREAS, the Partnership, the
General Partner and the Advisor entered into an Amended and Restated Advisory
Agreement as of May 23, 2008 (the “Initial Advisory
Agreement”); and

    


    WHEREAS, the Partnership, the
General Partner and the Advisor wish to amend and restate the Initial Advisory
Agreement in its entirety.

    


    NOW, THEREFORE, in
consideration of the premises and mutual covenants hereinafter set forth, the
parties hereto agree as follows:

    


    1.           Advisor's
Duties

    


    (a)           The
Partnership hereby appoints the Advisor as its true and lawful agent and invests
with it full power and authority to trade “commodities”
(as defined in Section 1(i) below) for the Account in accordance with the Aspect
Diversified Program (the “Program”), pursuant
to the terms and conditions of this Agreement.  However, nothing in
this Agreement or in the Advisor's activities for the Partnership shall cause
the Advisor to be a partner of, joint venturer with or have a similar
relationship to the General Partner or any other trader for the
Partnership.

    


    (b)           The
Advisor shall use all reasonable efforts to generate profits for the Account,
but makes no assurance that the Account shall be profitable or not incur
losses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           The
Advisor shall trade the Partnership’s Account according to the Program, at a
notional trading level of approximately 1.20 times (120%) the Net Assets
(as defined in Section 2(b) below) of the Account, or such other level as the
Partnership may notify the Advisor in writing from time to time.

    


    (d)           In
managing the Account pursuant to this Agreement and all other accounts which the
Advisor manages from time-to-time, the Advisor shall manage the Account and all
such other similar accounts in a good faith effort to achieve an equitable
treatment of all accounts under management over time, taking into account the
different investment mandates and investment strategies applicable to such
accounts, current positions of an account, the relative capitalization and cash
availability of an account, leverage ratios and other
considerations.

    


    (e)           If
position limits restrict the number of positions the Advisor may establish for
the Account, it shall use its reasonable efforts to allocate transaction orders
equitably between the Account and the other accounts it manages.  In
any event, the Advisor shall at all times use its reasonable endeavours to
implement a fair and consistent allocation policy which aims to ensure that all
clients are treated equitably and positions allocated as nearly as possible in
proportion to the assets available for trading of the various accounts managed
by the Advisor.

    


    (f)           The
Advisor may combine orders for the Partnership with the Advisor’s own orders or
orders of any Associate of the Advisor (as defined in the FSA Rules, further
details of which are provided in Section 1(l) below) or of some other person
connected with the Advisor, or with the orders of any other client of the
Advisor. However, the Advisor will only combine orders where the Advisor
reasonably considers that it is unlikely that the aggregation of orders will
work overall to the Partnership’s disadvantage. Such combination of orders may,
on some occasions, produce a more favourable price and, on others, a less
favourable price than that which the Partnership would have obtained had the
Partnership’s order been executed separately.

    


    (g)           The
Advisor shall give up trades for the Account to Newedge Financial, Inc. or
Newedge Group (UK Branch), or such futures commission merchants or currency
forward counterparties as is mutually agreed upon by the Advisor and the General
Partner (the “FCM”).  The
Advisor may select its own executing and/or floor brokers for execution of
trades and give-up to the FCM.  The Advisor is not responsible for the
brokerage commission rates charged to the Partnership.  All purchases
and sales of commodities for the Account shall be for the Account and at the
risk of the Account.  All commissions and expenses arising from the
trading of, or other transactions in the course of the administration of the
Account, shall be charged to the Partnership.  The Advisor is not
responsible for the actions of the FCMs, executing and/or floor
brokers.  The General Partner and the Partnership hereby appoint the
Advisor to negotiate and execute “give-up” agreements on behalf of the
Partnership.

    


    (h)           The
Advisor shall promptly advise the General Partner of any occurrence that renders
the Disclosure Document (as defined below) materially inaccurate or materially
incomplete, whether as of the date of the Disclosure Document or a later date.
The General Partner and the Partnership hereby represent and warrant to the
Advisor that they have read and understood the Advisor's Commodity Trading
Advisor Disclosure Document dated November 28, 2007 that is set out in Schedule
2 to this Agreement (as amended from time to time) (the “Disclosure
Document”), as filed with the CFTC and the NFA and are aware of the risks
inherent in the Program. The Advisor shall promptly furnish the General Partner
with a copy of any updated or revised version of the Disclosure Document,
including supplements thereto.

    


    (i)           As
used in this Agreement, the terms “commodities” and “commodity
transactions”
shall mean and include, without limitation, commodities, futures contracts,
forward contracts, swaps, options on futures contracts and physical commodities,
spot (cash) commodities, currencies, financial instruments (excluding the cash
management activities of the Partnership which may include certificates of
deposit, U.S. Treasuries and U.S. Agency securities, commercial paper and any
other securities approved by the CFTC for investment of customer
funds).

    


    (j)           The
Advisor may, in its sole discretion, make changes to the Program from time to
time as a result of its ongoing commitment to research and
development.  Any such change will not be deemed to constitute a
material change to the Investment Objective or Investment Policy (as such terms
are defined in the Disclosure Document) and may be made without prior
notification to the Partnership, HOWEVER any material change to the Investment
Objective and Investment Policy (such change to be determined as material in the
Advisor’s reasonable discretion) will only be made upon giving the Partnership
at least 20 Business Days’ prior written notice.  For the avoidance of
doubt, the addition and/or deletion of commodity interests from the
Partnership's portfolio managed by the Advisor shall not be deemed a change in
the Investment Objective and Investment Policy and prior written notice to the
Partnership shall not be required.

     

    
      
        
        

      

      
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    (k)           The
General Partner may override any trading instructions by the Advisor if: (i) the
General Partner, in its sole discretion, determines them to be in violation of
any trading policy of the Partnership (as set forth in Section 3.4 of the
Partnership’s limited partnership agreement); (ii) to the extent that the
General Partner’s overriding is necessary for the protection of the Partnership;
(iii) to terminate the commodities trading of the Partnership; (iv) to comply
with applicable laws or regulations; or (v) as and to the extent necessary, upon
the failure of the Advisor to comply with a request to make the necessary amount
of funds available to the Partnership within five (5) days of such request, to
fund distributions or redemptions or to pay the expenses of the Partnership;
provided that (x) the Partnership shall inform the Advisor that it has
overridden a trading instruction as soon as reasonable practicable after doing
so; and (y) the Partnership and the General Partner hereby acknowledge that any
such override may reduce the value of such positions relative to the amount that
may have been realized if the same had remained subject to the normal course of
application of the Program, and that the Advisor shall have no liability for any
such reduction in value.

    


    (l)           The
Advisor may, without prior reference to any other party, arrange, recommend
and/or effect transactions in which, or provide services in circumstances where,
the Advisor has, directly or indirectly, an interest or a relationship of any
description with another party which may involve a potential conflict with the
Advisor’s duty to the Partnership.  The Advisor shall not be liable to
account to the Partnership for any profit, commission or remuneration made or
received from or by reason of such transactions or any connected transactions
and the Advisor’s fees shall not, unless otherwise provided, be abated thereby.
Potential conflicting interests or duties may arise because, for example: (i)
the Advisor and its directors, officers and employees may invest in certain
funds managed by the Advisor, and may trade for their own proprietary accounts;
(ii) any of the Advisor’s directors, officers or employees: (A) holds or deals
in investments which are held or dealt in on behalf of the Partnership; or (B)
is a director of, holds or deals in securities of or is otherwise interested in,
any company whose securities are held or dealt in on behalf of the Partnership;
(iii) the Advisor provides discretionary investment management services to other
clients and accordingly the Advisor may operate similar trading strategies to
the Program for more than one client; (iv) the transaction is in securities
issued by a client of the Advisor; (v) the Advisor deals on behalf of the
Partnership with or through an “Associate” (as defined in the Conduct of
Business sourcebook component of the Handbook of Rules and Guidance of the UK
Financial Services Authority, as amended and replaced from time to time) (the
“FSA Rules”);
and (vi) the Advisor may act as agent for the Partnership in relation to
transactions in which it is also acting as agent for the account of other
clients.

    


    (m)           On
the basis of information available to the Advisor, the Advisor will categorise
the Partnership as a Professional Client (as defined by the FSA Rules) and the
Partnership will benefit from those regulatory protections afforded to that
category in the FSA Rules.  In consequence the Partnership
acknowledges that it will not receive the benefit of certain regulatory
protections afforded to Retail Clients (as defined by the FSA Rules) including
but not limited to:

     

    
      	
              (i)  

            	
              imposing
      requirements as to the form, content and timing of information provided to
      Retail Clients, including periodic reports and standard-form packed
      product disclosures;

            


    

    
      	
              (ii)  

            	
              requiring
      additional information to be obtained from Retail Clients to assess the
      suitability or appropriateness of certain services
    provided;

            


    

    
      	
              (iii)  

            	
              requiring
      Best Execution for Retail Clients to be determined in terms of total
      consideration, with other factors only being given precedence in limited
      circumstances;

            


    

    
      	
              (iv)  

            	
              placing
      certain limitations on the outsourcing of portfolio management to a
      service provider located in a non-EEA
country;

            


    

    
      	
              (v)  

            	
              regulating
      the handling and recording of complaints by Retail Clients;
      and

            


    

    
      	
              (vi)  

            	
              conferring
      rights of access to the United Kingdom Financial Ombudsman
      Service.

            


    

    


    Where the Partnership might otherwise
be categorized as an Eligible Counterparty, the Advisor's categorization of the
Partnership as a Professional Client is based on the fact that the Advisor is
not permitted to treat clients as Eligible Counterparties in relation to the
services provided under this Agreement. The Partnership acknowledges that it has
the right to request treatment as a Retail Client. The Advisor retains the right
to not act as a discretionary investment manager for the Partnership in the
event that the Partnership requests categorization as a Retail
Client.

    


    For the purposes of this Agreement,
“Best Execution” means, in relation to the Advisor’s execution of a transaction
or the placing of an order with other persons for execution that result from the
Advisor providing services to the Partnership, the best possible result for the
Partnership in accordance with the Advisor’s execution policy for complying with
the Advisor’s obligation to obtain Best Execution (the information on which is
set out in the document entitled “Information on the
Advisor's Execution Policy” and which has been disclosed to the

     

    
      
        
        

      

      
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    Partnership
as Schedule 2 hereto, as amended from time to time, which amendments may be
delivered via the Advisor’s website as set forth in Section 8(d)) (the “Execution
Policy”).

    


    (n)           The
Advisor will continue to provide the Partnership with statements and other
information about transactions on the basis set out in the
Agreement.  The Advisor will not provide information about executed
transactions on a transaction by transaction basis.

    


    2.           Compensation

    


    (a)           The
Partnership shall pay the Advisor: (i) a monthly management fee payable in
arrears equal to 1/12th of 2.0%
(2.0% per annum) of the trading value allocated to the Program; and (ii) a
quarterly incentive fee payable in arrears equal to 20% of any “Trading
Profits” (as defined in Section 2(c) below) generated by the Advisor in
the Account during the quarter.  Payment shall be made within thirty
(30) days after the month-end for management fees and within thirty (30) days
after each calendar quarter-end for incentive fees after an invoice has been
provided to the Partnership by the Advisor.  For avoidance of doubt,
because the Advisor shall trade the Account at a notional trading level of
approximately 1.20 times (120%) the Net Assets of the Account, the management
fee payable monthly in arrears, after including notional amounts, shall be
1/12th of 2.4%
(2.4% per annum) of the Account's month-end Net Assets.  If this
Agreement is terminated on a date other than the last day of a month, the
management fee described above shall be determined as if such date were the end
of a month.  If this Agreement is terminated on a date other than the
last day of a quarter, the incentive fee described above shall be determined as
if such date were the end of a quarter.

    


    (b)           “Net
Assets” are the amount of Partnership funds actually deposited
in the Account maintained with the FCM or in other accounts of the Partnership
increased or decreased by any commodity trading gains or losses (realized and
unrealized) in the Account during the month and any interest income earned in
the Account during the month and decreased by any accrued but unpaid management
or incentive fees from a previous month.

    


    (c)           “Trading
Profits” are the sum of: (i) the net of all realized profits and losses
on Account commodity positions liquidated during the quarter, plus
(ii) the net of all unrealized profits and losses net of accrued brokerage
commissions, NFA fees and give up fees on Account commodity positions open as of
the quarter-end, minus:
(iii) the net of all unrealized profits and losses on Account commodity
positions open at the end of the previous quarter-end, and (iv) any cumulative
net realized losses (which shall not include incentive fee expenses) from the
Advisor’s trading of the Account carried forward from all previous quarters
since the last quarter for which an incentive fee was payable to the Advisor,
and (v) any fees or expenses of the Account, including all expenses of the
Partnership of whatever category (except for accrued incentive fees) paid or
accrued.  Trading Profits shall not include interest income earned in
the Account.  Trading Profits shall be calculated on the basis of
assets allocated to the Trading Advisor. In determining “Trading Profits”, any
trading losses generated by the Advisor for the Partnership in prior periods are
carried forward, so that the incentive fee is paid only if and to the extent the
profits generated by the Advisor for the period exceed any losses (excluding
losses relating to redeemed Units) from prior periods.  The loss
carry-forward is proportionally reduced if and to the extent the Partnership
reduces the amount of assets allocated to the Advisor during a period that a
loss carry-forward exists.

    


    (d)           With
regard to the loss carry-forward referred to in Section 2(c)(iv) and (v) above,
if the Partnership withdraws funds from the Account during a period by reason of
redemptions or distributions (but not ordinary expenses), when there is such a
loss carry-forward, the loss carry-forward shall be reduced, at the time of the
withdrawal, by the pe­rcentage obtained by dividing the amount of the
withdrawal by the Account's Net Assets immediately before the
withdrawal.

    


    (e)           If
any payment of incentive fees is made to the Advisor and the Advisor thereafter
fails to earn Trading Profits or experiences losses for any subsequent incentive
fee period, the Advisor shall be entitled to retain such amounts of incentive
fees previously paid to the Advisor in respect of such Trading
Profits.

    


    3.           Funding of the
Account

    


    The Partnership may allocate or
withdraw capital from the Account at any time.  The Partnership shall
promptly notify the Advisor, by email or facsimile, of any such allocation or
withdrawal, such notice not to be less than one business day, of such allocation
or withdrawal (or such lesser notice period as the Advisor and the Partnership
may agree in writing from time to time).

     

    
      
        
        

      

      
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    The Partnership, and not the Advisor,
shall manage the non-commodity transactions of the Account, such as the purchase
of U.S. Treasury bills, U.S. Agencies, commercial paper or other short term
fixed income instruments.

    


    4.           Discretionary Trading and
Funds Transfer Authorization

    


    The Partnership hereby authorizes the
Advisor to place orders, in the Advisor's discretion, for the execution of
commodity transactions for the Account. The Partnership constitutes and appoints
the Advisor as its attorney-in-fact for such purpose, with full authority to act
on the Partnership's behalf (except that the Advisor shall not have any
authority to withdraw any funds, securities or other property from the Account).
Upon the Advisor's request, the General Partner shall deliver to the Advisor,
and renew when necessary, a Commodity Trading Authorization form to the above
effect.

    


    5.           Errors; Account
Statements

    


    The
Advisor shall notify the Partnership as soon as reasonably practicable after the
Advisor becoming aware of any single human error in the transmission of an order
for the Account that directly result in a loss to the Account equal to or
greater than 50 basis points (0.5%) of the notional trading level of the Account
(“Material
Loss”), such Material Loss being determined by the Advisor, acting
reasonably and in good faith, in accordance with the Advisor’s allocation policy
(a “Material Trading
Error”).  In such circumstances, the Advisor shall provide the
Partnership with all information that may be reasonably required by the
Partnership in order to determine the nature and circumstances of the Material
Trading Error, and the Advisor shall agree with the Partnership as soon as
reasonably practicable the appropriate action (if any) to take.

    


    Subject
to the following, all risks relating to transactions on behalf of the Account
(including any trading or system error) shall be borne by the Partnership as
principal and, accordingly, all gains or losses accruing on the Account shall
belong to or be borne by the Partnership. However, the Advisor shall assume
financial responsibility for each Material Trading Error to the extent that such
Material Trading Error arises as a direct result of the negligence of the
Advisor.

    


    6.           Advisor's Representations
and Covenants

    


    The Advisor represents
that:

    


    (a)           This
Agreement has been duly and validly authorized, executed and delivered on behalf
of the Advisor, and when duly executed and delivered by the Partnership and the
General Partner, shall be a valid and binding contract of the Advisor
enforceable in accordance with its terms.

    


    (b)           The
Disclosure Document is, in all material respects, accurate and complete as of
the date of the Disclosure Document and as of the date of this
Agreement.  The Advisor agrees to promptly provide to the General
Partner any updated or revised new versions (including supplements) of the
Disclosure Document.

    


                   (c)            The
Advisor (i) agrees to act as a commodity trading advisor to the Partnership, and
specifically, to exercise discretion with respect to the assets of the
Partnership allocated to it upon the terms and conditions set forth in this
Agreement and in the Partnership’s Prospectus, as hereafter amended with the
Advisor’s prior written consent, and (ii) shall have sole authority and
responsibility for directing the investment and reinvestment of the assets
directly allocated to it in commodities for the term of this Agreement. The
General Partner and the Partnership may retain one or more additional commodity
trading advisors upon consulting with the Advisor at least 90 days prior to
taking such action.

    


                  (d)             Subject
to reasonable assurances of confidentiality by the General Partner and the
Partnership, provide the General Partner, within 30 calendar days of a request
by the General Partner, with information comparing the performance of the
Partnership’s account and the performance of the Aspect Diversified Fund over a
specified period of time.  In providing such information, the Advisor
may take such steps as are necessary to assure the confidentiality of the
Advisor’s clients’ identities.  The Advisor shall, upon the General
Partner’s request, consult with the General Partner concerning any discrepancies
between the performance of such other accounts and the Partnership’s
Account.  The General Partner acknowledges that different trading
programs, strategies or implementation methods may be utilized for different
accounts, accounts with different trading policies, accounts experiencing
differing inflows or outflows of equity, accounts that commence trading at
different times, accounts

     

    
      
        
        

      

      
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    which
have different portfolios or different fiscal years and that such differences
may cause divergent trading results.

    


    7.           General Partner's and
Partnership's Representations and Covenants

    


    The General Partner and the Partnership
represent that:

    


    (a)           This
Agreement has been duly and validly authorized, executed and delivered and is a
valid and binding contract of the General Partner and the Partnership
enforceable in accordance with its terms.  The General Partner and the
Partnership hereby appoint the Advisor as the Partnership’s sole and exclusive
trading advisor.  The Partnership empowers the Advisor to invest and
reinvest the assets of the Partnership in commodities on the terms and
conditions set forth herein.

    


    (b)           The
Partnership is duly formed and validly existing as a Delaware limited
partnership with full partnership power to carry out its obligations under this
Agreement and its Limited Partnership Agreement.

    


    (c)           The
prospectus pursuant to which the Partnership's Units are being offered, as
amended and supplemented from time-to-time (collectively, the “Prospectus”), shall
not contain any untrue statement of a material fact or fail to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading,
or fail to state any material information required to be disclosed therein under
the Commodity Exchange Act, as amended (the “CEA”), the Securities
Act of 1933, as amended (the “1933 Act”), and the
rules promulgated thereunder; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the General Partner by the Advisor, including, without limitation, all
references to the Advisor and its Affiliates (as defined in Section 10(k)
below), controlling persons, shareholders, partners, directors, officers and
employees, as well as to such Advisor's trading approach and performance
history.

    


    (d)           The
General Partner is duly formed and validly existing as a Maryland corporation
with full power and authority to carry out its obligations under this Agreement
and is registered with the CFTC as a commodity pool operator and is a member of
the NFA.

    


    (e)           The
Partnership shall make to the Partnership's limited partners (the “Limited Partners”)
all disclosures necessary with respect to the retention of the Advisor to manage
the Account to comply with the CEA, the CFTC's regulations thereunder, the rules
and regulations of the NFA and the applicable state and federal securities laws
and regulations.

    


    (f)           There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of the Partnership, threatened against the Partnership, at law or in
equity, or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrument or any
self-regulatory organization or any commodity exchange.

    


    (g)           The
Partnership is not required to be registered as an investment company under the
Investment Company Act of 1940, as amended.

    


    (h)           The
offer and sale of Units in the Partnership shall be conducted in accordance with
all applicable federal and state laws and regulations.

    
 

    (i)           The
General Partner, and any of its duly appointed delegates, shall be responsible
for compliance with the US Patriot Act and all relevant anti-money laundering
regulations with respect to the Partnership and its Limited
Partners.

    


    (j)           The
General Partner shall change the name of the Partnership so as to exclude the
name of the Advisor if the Advisor ceases to be the sole Advisor for the
Partnership, unless otherwise agreed to by the General Partner and the
Advisor.

    


    (k)           Neither
the General Partner nor the Partnership shall: (A) bring the operations of the
Partnership into the United Kingdom; (B) change the Partnership’s domicile to
the United Kingdom; or (C) move the General Partner’s domicile to the United
Kingdom for VAT purposes.

     

    
      
        
        

      

      
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    (l)           The
assets of the Partnership are not “plan assets” under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations promulgated
thereunder (the “Plan
Asset Regulations”).  The Partnership agrees to notify the
Advisor as soon as reasonably possible if the assets of the Partnership become
“plan assets” under the Plan Asset Regulations.

    


    (m)           The
Partnership is not entering into this Agreement as a consequence of any advice
given to it by the Advisor.

    


    (n)           The
Partnership will act at all times in compliance with the terms of all broker
agreements to which it is a party.

    


    (o)           The
above representations and warranties shall be continuing during the term of this
Agreement and, if at any time, any event has occurred which would make or tend
to make any of the foregoing not true, the General Partner shall promptly notify
the Advisor.

     

    8.           Execution
Policy

    


    (a)           When
executing transactions or placing orders with other persons for execution that
result from the Advisor providing the services on behalf of the Partnership, the
Advisor shall take all reasonable steps to obtain Best Execution (in such manner
as that obligation may be satisfied under the FSA Rules) and shall act in good
faith and with due diligence in its choice and use of any
counterparties.

    


    (b)           The
Partnership consents to the Execution Policy and to the Advisor effecting
transactions on the Partnership’s behalf outside a regulated market or
multilateral trading facility (as such terms are defined in the FSA
Rules).

    


    (c)           The
Partnership and the General Partner acknowledge that if the Partnership or the
General Partner give the Advisor a specific instruction in relation to the
execution of an order, this may prevent the Advisor from taking the steps that
the Advisor has designed and implemented in the Execution Policy to obtain the
best possible result for the execution of that order or in respect of the
elements covered by that instruction.  The Advisor may in its absolute
discretion choose whether to follow any such instruction from the Partnership or
the General Partner.  In the event that the Advisor does choose to
follow the Partnership or the General Partner’s instruction, the Advisor will
discharge its execution obligations in relation to the order or the specific
aspect of the order to which the Partnership or the General Partner’s
instruction relates.

    


    (d)           The
Advisor shall ensure that the Partnership has access to and/or is notified of
amendments to the Execution Policy that are material in the context of this
Agreement, no less than 21 days before those amendments take
effect.  In this respect the Partnership represents that it has
regular access to the internet and consents to the Advisor providing the
Partnership with information, including, without limitation, information
concerning amendments to the Execution Policy and information about the nature
and risks of investments by posting such information on the Advisor's website at
www.aspectcapital.com (or such other website as the Advisor may from time to
time notify to the Partnership).  Upon any such email notification,
the Partnership will be deemed to have consented to any such material
change.

    


    9.           Marketing and Other Related
Matters

    


    (a)           The
Advisor’s marketing personnel, properly licensed with the NFA, shall visit key
prospects, such as broker/dealer management or influential financial advisors,
or speak at conferences to assist in the marketing of the Partnership from
time-to-time at the request of General Partner.

    


    (b)           The
Advisor shall receive broker/dealer due diligence officers or third party due
diligence firms who seek to visit the Advisor’s office as required by those
firms, who may be accompanied by a representative of the General
Partner.  This shall be only for firms that the General Partner
recommends as highly likely to make sufficient sales to be worth the time and
expense.

    


    (c)           The
General Partner and the Advisor shall organize, at the Advisor’s expense, four
meetings per year in the Washington, D.C. area, or another area to be mutually
agreed upon, for select financial advisors from around the United States, with a
cap of thirty (30) financial advisors per meeting.  A senior member of
the Advisor’s management shall be present at each of these meetings, along with
one or more of the Advisor’s marketing personnel.  The General Partner
shall invite advisors who have shown evidence of a high probability of
significant

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    sales of the
Partnership.  These meetings shall serve to familiarize financial
advisors with the Partnership, the Advisor and the General
Partner.  Expenses billed to the Advisor for the event, including
reimbursement to financial advisors for their travel, meals and lodging shall
not exceed an average of $1,000 per advisor.

     

    (d)           The
General Partner shall organize up to ten (10) regional meetings for financial
advisors in various cities around the United States.  The Advisor
shall cover all expenses for these meetings, including hotel and meal expenses
(including room costs for up to two General Partner personnel) up to a total of
$100,000 per year.  These expenses shall not include travel expense
reimbursements for financial advisors which shall be met by those financial
advisors themselves or the General Partner and not the Advisor.  A
sales or marketing representative from the Advisor shall be present at each
meeting, along with appropriate personnel from the General
Partner.  The possibility of a good quality video/audio link shall be
considered to connect to senior management at the Advisor’s home office in
London for presentations.  The $100,000 per year expenses cap
mentioned above shall also include reimbursement of reasonable travel expenses
for due diligence officers and an accompanying representative of the General
Partner to visit the Advisor’s offices in London for due diligence purposes as
described in 8(b) above and therefore the total expenses payable by the Advisor
under 8(b) and 8(d) above shall not exceed $100,000 per
year.

    


    (e)           The
Advisor shall review its policy of providing expenses and personnel for the
meetings referred to in 8(a)-(d) above annually beginning 12 months from the
first day of trading of the Partnership.

    


    (f)           The
caps on marketing and due diligence expenses payable by the Advisor in 8(b)-(d)
above for 2008 shall be prorated reflecting a partial year.

    


    (g)           The
General Partner shall be responsible for the preparation of the marketing and
due diligence material for the Partnership and the Advisor shall provide the
General Partner with all reasonable assistance with regards to marketing
material design for the Partnership (e.g., sharing graphic design and other
marketing ideas it has developed) and shall write trading and performance
commentary to accompany monthly fund statements.

    


    (h)           The
General Partner shall have all disclosures or references with regard to the
Advisor in all marketing and due diligence material and in the Fund Documents
approved by Advisor in writing in advance.

    


    (i)           The
General Partner shall provide the Advisor of reasonable prior written notice of
the events/meetings described 8(a)-(d) above.

    


    10.           Exculpation;
Indemnification

    


    (a)           Exculpation
of the Advisor by the Partnership. Except as otherwise set
forth herein, the Advisor shall not be liable to the Partnership, its
Affiliates, successors or permitted assigns for any loss, claim, damage, charge
or liability to which they may become subject except by reason of its acts or
omissions taken or omitted due to misconduct or negligence or for not having
acted in good faith in the reasonable belief that its actions were taken in the
best interests of the Partnership. The foregoing sentence is intended to limit
the liability of the Advisor, and nothing therein shall expressly or impliedly
create any liability, duty or responsibility on the part of any
person.

    


    (b)           Exculpation
of the Advisor by the General Partner. Except as otherwise set
forth herein, the Advisor shall not be liable to the General Partner, its
Affiliates, successors or permitted assigns for any loss, claim, damage, charge
or liability to which they may become subject except by reason of its acts or
omissions taken or omitted due to bad faith, willful misconduct or gross
negligence or for not having acted in good faith in the reasonable belief that
its actions were taken, or not opposed to, in the best interests of the
Partnership.  The foregoing sentence is intended to limit the
liability of the Advisor, and nothing therein shall expressly or impliedly
create any liability, duty or responsibility on the part of any
person.

    


    (c)           Indemnification
By the Advisor.
The Advisor agrees to indemnify and hold harmless each of the Partnership and
the General Partner and each Affiliate thereof against any loss, claim, damage,
charge or liability to which they (or such Affiliate) may become subject to
under the 1933 Act, the CEA or otherwise, insofar as such loss, claim, damage,
charge or liability (or actions in respect thereof) arises out of or is based
upon (i) any misrepresentation or breach of any warranty, covenant or agreement
of the Advisor contained in this Agreement or (ii) any untrue statement of any
material fact contained in the Prospectus, or arises out of or is based upon the
omission to state in the Prospectus, a material fact required to be stated
therein or necessary to make the statements therein not misleading (in each case
under this clause (ii) to the extent, but only to the extent, that such untrue
statement or omission was regarding the Advisor and made in reliance upon and in
conformity with information

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    furnished
and approved by the Advisor for inclusion in the Prospectus), including
liabilities under the 1933 Act and the CEA.

    


    (d)           Indemnification
By the Partnership. The Partnership agrees to
indemnify and hold harmless the Advisor and each of its Affiliates against any
loss, claim, damage, charge, or liability to which the Advisor or its Affiliates
may become subject, insofar as such loss, claim, damage, charge or liability (or
actions in respect thereof) arises out of or is based upon: (i) any
misrepresentation or breach of any warranty, covenant or agreement of the
Partnership contained in this Agreement; (ii) any untrue statement of any
material fact contained in the Prospectus, or arises out of or is based upon the
omission to state in the Prospectus, a material fact required to be stated
therein or necessary to make the statements therein not misleading (excluding in
each case under this clause (ii) any untrue statement or omission made in
reliance upon and in conformity with information regarding the Advisor that was
furnished and approved by the Advisor for inclusion in the Prospectus),
including liabilities under the 1933 Act and the CEA; (iii) the management of
the Account by the Advisor or the fact that the Advisor acted as a commodity
trading advisor of the Partnership if the Advisor acted in good faith and in a
manner which it reasonably believed to be in the best interests of the
Partnership and provided that the Advisor's conduct does not constitute
negligence or misconduct; (iv) any acts or omissions of the Partnership or any
commodity trading advisor to the Partnership; or (v) any act or omission with
respect to the Partnership of any other commodity trading advisor of the
Partnership.

    


    (e)           Indemnification
By the General Partner. The General Partner agrees
to indemnify and hold harmless the Advisor and each of its Affiliates against
any loss, claim, damage, charge, or liability to which the Advisor or its
Affiliates may become subject, insofar as such loss, claim, damage, charge or
liability (or actions in respect thereof) arises out of or is based upon: (i)
any misrepresentation or breach of any warranty, covenant or agreement of the
Partnership or the General Partner contained in this Agreement; (ii) any untrue
statement of any material fact contained in the Prospectus, or arises out of or
is based upon the omission to state in the Prospectus, a material fact required
to be stated therein or necessary to make the statements therein not misleading
(excluding in each case under this clause (ii) any untrue statement or omission
made in reliance upon and in conformity with information regarding the Advisor
that was furnished and approved by the Advisor for inclusion in the Prospectus),
including liabilities under the 1933 Act and the CEA; (iii) the management of
the Account by the Advisor or the fact that the Advisor acted as a commodity
trading advisor of the Partnership if the Advisor acted in good faith and in a
manner which it reasonably believed to be in, or not opposed to, the best
interests of the Partnership and provided that the Advisor's conduct does not
constitute gross negligence or willful misconduct; (iv) any acts or omissions of
the Partnership, the General Partner or any commodity trading advisor to the
Partnership; or (v) any act or omission with respect to the Partnership of any
other commodity trading advisor of the Partnership.

    


    (f)           Limitations. None of the indemnifications
contained in this Section shall be applicable to default judgments, confessions
of judgment or settlements entered into by any indemnified party claiming
indemnification without the prior consent of the indemnifying
party.

    


    (g)           Notice
and Defense of Claims. Promptly after receipt by an
indemnified party under this Section of notice of the commencement of any
action, that party shall, if a claim in respect thereof is to be made against an
indemnifying party under this Section, notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
under this Section. In case any such action is sought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it may wish, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, but shall continue to be liable to the indemnified party
in all other respect as heretofore set forth in this Section.

    


    (h)           Retention
of Separate Counsel. If the indemnified party
reasonably determines that its interest is or may be adverse to the indemnifying
party's or that there may be a legal defense available to the indemnified party
that is different from, in addition to or inconsistent with a defense available
to the indemnifying party, the indemnified party may retain its own counsel and
shall be indemnified by the indemnifying party for any expenses reasonably
incurred in investigating or defending the action.

    


    (i)           Advances. Expenses incurred by an
indemnified party in defending a threatened or asserted claim or a threatened or
pending action shall be paid by the indemnifying party in advance of final
disposition or settlement of such matter, if and to the extent that the person
on whose behalf such expenses are paid shall agree to 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    reimburse
the indemnifying party in the event indemnification is not permitted under this
Section upon final disposition or settlement.

    


    (j)           Survival. The provisions of this
Section shall survive the termination or expiration of this
Agreement.

    


    (k)           “Affiliate”
means
general partner, officer, director, employee, or shareholder, and any general
partner, officer, director, employee or shareholder of such
shareholder.

    


    11.           Term

    


    (a)           Term and
Renewal.  This
Agreement shall continue in effect for a period of one year following the end of
the month in which the Partnership shall begin to receive trading advice from
the Advisor hereunder.  Thereafter, this Agreement shall be renewed
automatically for additional one-year terms unless either the Partnership or the
Advisor, upon sixty (60) days’ prior written notice given prior to the original
termination date or any extended termination date, shall notify the other party
of his or its intention not to renew.

    


    (b)           Termination.  Notwithstanding
Section 11(a) hereof, this Agreement shall terminate:

    


    (i)           upon
written notice by any party to this Agreement to the other of a material breach
by the receiving party of any representation, warranty, covenant or agreement
set forth in this Agreement, and such material breach has not been remedied
within thirty (30) days of such notice;

    


    (ii)           upon
written notice by any party to this Agreement to the other that the
Partnership’s assets are less than $5,000,000 after the initial twelve (12)
months of the Partnership’s commencement of investment operations;

    


    (iii)           upon
written notice by any party to this Agreement to the other that it has
determined, in good faith, that such termination is required for legal,
regulatory, or fiduciary reasons;

    


    (iv)           upon
written notice by any party to this Agreement to the other that the Partnership
is to be wound up or dissolved; or

    


    (v)           upon
sixty (60) days’ prior written notice by any party to this Agreement to the
other.

    


    (c)           Termination
of the Partnership. The General Partner may terminate the offering of
Units in any jurisdiction, or may determine to terminate the Partnership itself,
at any time.  Upon termination of the Partnership, or the offering
prior to the closing of any sales of Units, this Agreement may be terminated by
the Partnership upon seven (7) days prior written notice to the Advisor and, if
this Agreement is so terminated, neither the Partnership nor any of its
officers, directors, agents or employees shall thereafter have any further
obligation to the Advisor under this Agreement except to the extent that there
may be advisory fees due to the Advisor prior to any such termination, duties of
confidentiality and except for the requirements of the indemnification
provisions set forth in Section 9 of this Agreement, and neither Advisor, nor
any of Advisor’s directors, agents or employees, shall thereafter have any
further obligation to the Partnership, the General Partner or its officers under
this Agreement.

    


    (d)           The
Partnership and the General Partner hereby acknowledge that any such liquidation
of positions in the circumstances contemplated in this Section 11 may reduce the
value of such positions relative to the amount that may have been realised if
the same had remained subject to the normal course of application of the
Program, and that the Advisor shall have no liability for any such reduction in
value.

    


    12.           Arbitration

    


    The parties agree that all
controversies which may arise in connection with any transaction contemplated by
this Agreement or the construction, performance or breach of this Agreement or
any other agreement between the parties hereto, whether entered into prior, on
or subsequent to the effective date of this Agreement, shall be determined by
arbitration, and in accordance with the NFA rules then effective, or if no such
rules are then in effect, then the rules then effective of the Chicago Board of
Trade; provided, however, that (a)
the arbitrator(s) shall be experienced in the matters to be under dispute, (b)
the authority of the arbitrator(s) shall be limited to construing and enforcing
the terms and conditions of this Agreement as expressly set forth herein, and
(c) the arbitrator(s) shall state the reasons for the award in a written
opinion. The award of the arbitrator(s), or a majority of them, shall be final,


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    and
judgment upon the award may be confirmed and entered in any court, state or
federal, having jurisdiction.  Such arbitration shall be held in the
State of Maryland or Washington, D.C.

    


    13.           Confidentiality

    


    (a)           The
Partnership, the General Partner and their employees or agents acknowledge that
all details relating (but not limited) to the Program, the Advisor’s trading
programs generally, its systems, methodologies, trading techniques, research,
strategies, models and other commercial information (including, for the
avoidance of doubt, commodity interest trading advice provided by the Advisor
and the terms of this Agreement) (the “Aspect Confidential
Information”) are proprietary in nature and strictly confidential and the
Partnership and the General Partner acknowledge its proprietary nature and agree
to keep all such Aspect Confidential Information secret and strictly
confidential in accordance with Section 13(b).  Any commodity trading
advice shall not be disseminated in whole or in part, directly or indirectly, to
any of the Limited Partners, brokers, brokers' customers, employees, agents,
officers, directors or any others, except as necessary to conduct the business
of the Partnership or except as required by any applicable law or regulation.
Nothing contained in this Agreement shall require the Advisor to disclose any
details relating to the Aspect Confidential Information.

    


    (b)           Each
party shall treat as strictly confidential all confidential information received
or obtained from the other party as a result of entering into or performing this
Agreement (including the Aspect Confidential Information) (the “Confidential
Information”) save that each party may disclose Confidential
Information:

    
      	
              1.  

            	
              to
      the extent required by applicable
law;

            


    

    
      	
              2.  

            	
              to
      the extent required by any securities exchange or regulatory or
      governmental body to which that party is
  subject;

            


    

    
      	
              3.  

            	
              to
      its employees who reasonably need to know such information to perform
      their duties;

            


    

    
      	
              4.  

            	
              to
      its professional advisers provided that such persons are bound by a duty
      of confidentiality substantially the same as that of the disclosing party
      under this Agreement in respect of the Confidential Information
      disclosed;

            


    

    
      	
              5.  

            	
              where
      the Confidential Information has come into the public domain through no
      fault of the disclosing party; or

            


    

    
      	
              6.  

            	
              where
      the other party has given prior written approval to the disclosure of the
      Confidential Information;

            


    

    


    PROVIDED
THAT any Confidential Information disclosed pursuant to Sections 13(b)(1) or
13(b)(2) shall be disclosed only after a notice has been given to the other
party, unless it is not reasonably practicable to do so in the
circumstances.

    


    (c)           The
Partnership and the General Partner agree that because of the proprietary nature
of the information described in Section 13(a), damages may not be an adequate
remedy for any breach of the obligations of the Partnership or the General
Partner under this Section 13 and therefore agrees that the Advisor will be
entitled to seek specific performance and any other form of equitable or interim
remedies to protect its interests and enforce the obligations of the Partnership
and/or the General Partner under this Section 13.

    


    (d)           The
Partnership and the General Partner agree that they shall not copy, misuse,
misappropriate or reverse engineer or otherwise appropriate or make use of the
Aspect Confidential Information other than as specifically envisaged by the
terms of this Agreement.

    


    (e)           The
obligations in this Section 13 to keep any such data secret and strictly
confidential shall continue to apply for a period of 5 years after the expiry or
termination of this Agreement, howsoever terminated.

    


    14.           Miscellaneous

    


    (a)           Complete
Agreement. This
Agreement, together with the Exclusivity and Non-Competition Agreement and the
side letter relating to the Advisor’s proprietary investment in the Partnership,
constitute the entire agreement between the parties with respect to the matters
referred to herein, and no other agreement, verbal or otherwise, shall be
binding as between the parties unless it is in writing and signed by the party
against whom enforcement is sought.  This Agreement amends and
restates, in its entirety, all previous investment management agreements
relating to the Partnership between the parties hereto, including the Initial
Advisory Agreement.  Notwithstanding anything to the contrary in this
Agreement, whether express or implicit, the parties to this Agreement agree that
to the extent that any information is to be provided to the Partnership in
relation to the FSA Rules, including without limitation, the Execution Policy or
the Advisor's written conflicts of interest policy, then such information is
solely in relation to the obligations on the Advisor as an FSA regulated firm
subject to Markets 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    in
Financial Instruments Directive 2004/39/EC (“MiFID”) and shall not
form any contractual obligations on the Advisor.

    


    (b)           Assignment. This Agreement may not be
assigned by either party without the prior written consent of the other party,
such consent not to be unreasonably withheld or delayed.  This
Agreement shall inure to the benefit of the parties hereto and their respective
successors and assigns.

    


    (c)           Amendment;
Waiver. This
Agreement may not be amended except by the written consent of the parties. No
waiver of any provision of this Agreement may be implied from any course of
dealing between the parties or from any failure by a party to assert its rights
under this Agreement on any occasion or series of occasions.

    


    (d)           Severability. If any provision of this
Agreement, or the application of any provision to any person or circumstance,
shall be held to be inconsistent with any law, ruling, rule or regulation, the
remainder of this Agreement, or the application of the provision to persons or
circum­stances other than those as to which it is held inconsistent, shall
not be affected thereby.

    


    (e)           Notices. All notices required or
desired to be delivered under this Agreement shall be in writing and shall be
effective when delivered personally on the day delivered, or, when given by
registered or certified mail, postage prepaid, return receipt requested, on the
day of receipt, addressed as follows (or to such other address as the party
entitled to notice shall designate):

    
      	
               

              If
      to the Partnership

              and
      the General Partner:

            	
               

              Steben
      & Company, Inc.

              2099
      Gaither Road, Suite 200

              Rockville,  Maryland
      20850

              United
      States

              Attention:
      Kenneth E. Steben, President

            


    

    


    
      	
              If
      to the Advisor:

            	
              At
      the address on page 1 above.

            


    

    


    (f)           Survival. The duties and obligations
of confidentiality set forth in this Agreement, the obligations to make any
payments of fees payable to the Advisor as set forth in Section 2 hereof accrued
prior to the date of termination of this Agreement and the indemnities set forth
in Section 10 hereof shall survive any termination of this
Agreement.

    


    (g)           Governing
Law. This
Agreement shall be governed by and construed in accordance with New York law
(excluding the law thereof which requires the application of, or reference to,
the law of any other jurisdiction).

    


    (h)           Agreement
Not Exclusive. The Advisor's present
business is advising with respect to the purchase and sale of commodity
interests. The services provided by the Advisor hereunder are not to be deemed
exclusive. The Partnership and General Partner acknowledge that, subject to the
terms of this Agreement and the terms of the Exclusivity and Non-Competition
Agreement, the Advisor may render advisory, consulting and management services to other clients for which it may charge fees similar or
different from those charged to the Partnership. The Advisor shall be free to
advise others and manage other accounts during the term of this Agreement and to
use the same or different information, computer programs and trading strategies
which it obtains, produces or utilizes in the performance of services for the
Partnership. The Advisor and its Affiliates shall not be liable to account to
the Partnership for any profit, commission or remuneration made or received from
or by reason of such transactions or any connected transactions and the
Advisor’s fees shall not be abated thereby.

    


    (i)           The
Offering of Units and Right to Approve Offering Materials.  The
Partnership, the General Partner and Advisor agree to cooperate and use their
best efforts in connection with: (a) the Partnership’s preparation and periodic
updating of the Partnership’s Prospectus, regulatory filings or offering
materials (which must be approved by each party hereto with respect to those
portions describing it and the activities to be performed by it) in a manner not
inconsistent with this Agreement, as reasonably deemed necessary or desirable by
the General Partner in connection with the offering of Units and (b) the taking
of such other actions not inconsistent with this Agreement as the General
Partner may reasonably determine to be necessary or advisable in order to make
the offer and sale of Units lawful in such jurisdictions as the General Partner
may deem appropriate.  The Partnership and the General Partner each
agree that it shall not distribute the Prospectus or other offering materials
(including marketing materials) that reference the Advisor, this Agreement or
the transactions or arrangements contemplated herein 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    without
the prior written approval of the Advisor.  The Advisor shall promptly
review such materials as they relate to the Advisor as promptly as
practicable.

    


    (j)           Independent
Contractor. This
Agreement is not a contract of employment, and nothing contained herein shall be
construed to create an exclusive relationship or the relationship of employer or
agent and principal or a joint venture or partnership between the parties
hereto, except as otherwise expressly set forth herein. Each of the Partnership,
the General Partner and the Advisor is an independent contractor and shall be
free to exercise its judgment and discretion with regard to the conduct of its
business except as otherwise limited herein.

    


    (k)           Dealing
Arrangements.  The Advisor does
not enter into Dealing Arrangements (as defined in the FSA Rules) with brokers
or other third parties (meaning the soft-commission type arrangements entered
into for the receipt of goods or services that relate to the execution of trades
or the provision of research, under which an investment manager executes
customer orders with a specific broker).

    


    (l)           Counterparts. This Agreement may be
executed in one or more counterparts, including via facsimile, all of which
together shall constitute one original Agreement.  Signatures of
representatives of the parties as received by facsimile machine shall constitute
“original” signatures.  Any reproduction of this Agreement by reliable
means shall be considered an original of this contract.

    


    (m)           Headings. Headings to sections and
subsections in this Agreement are for the convenience of the parties and are not
a part of or affect the meaning of this Agreement.

    


    (n)           Definitions.
Terms used but otherwise not defined herein, shall have the meaning ascribed to
such term in the Prospectus.

    


    Remainder
of page left blank intentionally.  Signature page
follows.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    IN WITNESS WHEREOF this
Amended and Restated Advisory Agreement has been executed for and on behalf of
the undersigned as of the date first above written.

    


    
      	
              The
      Partnership:

            	
              The
      Advisor:

            
	
               

              Aspect
      Global Diversified Fund, LP

               

              By:         
      Steben & Company,
      Inc., its General Partner

               

              ____________________________________

              Kenneth
      E. Steben, President

               

               

            	
               

              Aspect
      Capital Limited

               

              By:      ______________________________________

                  (sign
      here)

               

              ______________________________________

              (print
      name here)

              Director

              Aspect
      Capital Limited

               

            
	
              The General
      Partner:

            	 
      
	
               

              Steben
      & Company, Inc.

               

              By:        ____________________________________

                            Kenneth
      E. Steben, President

               

            	 
      


    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
1

    


    DISCLOSURE
DOCUMENT

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

     

     

    INFORMATION
ON ASPECT CAPITAL LIMITED’S (“ASPECT”) EXECUTION POLICY FOR PROFESSIONAL
CLIENTS

    


    THE
INFORMATION SET OUT BELOW HAS BEEN PROVIDED FOR INFORMATION ONLY.  IT
DOES NOT FORM PART OF ANY AGREEMENT WITH YOU AND IS NOT INTENDED TO BE
CONTRACTUALLY BINDING

    


    Scope
and application of the Execution Policy

    


    The
requirement to provide our clients with the information set out below on
Aspect's Execution Policy results from the implementation of the Markets in
Financial Instruments Directive, 2004/39/EC (MiFID) in the Conduct of Business
Sourcebook of the Financial Services Authority's Handbook.

    


    Aspect
has established and implemented an Execution Policy, which is designed to allow
Aspect to take all reasonable steps to obtain the best possible result for the
execution of your orders.  This means that we have in place a policy
and procedures that are designed to obtain the best possible result for the
execution of your orders, subject to and taking into account any specific
instructions from you, the nature of your orders and the nature of the markets
and products concerned.

    


    Best
execution obligation

    


    Following
the implementation of MiFID, Aspect is obliged to take all reasonable steps to
obtain the best possible result for its clients when we execute, or place or
transmit, orders with other entities for execution in respect of financial
instruments covered by MiFID, taking into account price, costs, speed,
likelihood of execution and settlement, size, nature, type and characteristics
of financial instruments, characteristics of the execution venues and other
relevant considerations.

    


    Where
Aspect executes an order through DMA, it will do so having regard to the factors
referred to above.

    


    While we
will take all reasonable steps, based on the resources available to us, to
satisfy ourselves that we have processes in place that can reasonably be
expected to lead to the delivery of the best possible result for our clients, we
cannot guarantee that we will always be able to provide best execution of every
order executed on your behalf, particularly where you give us specific
instructions as to all or part of your order.

    


    Our
commitment to provide you with “best
execution”
does not mean that we owe you any fiduciary responsibilities over and above
those resulting from our formal contractual relationship.

    


    Specific
instruction

    


    Where you
provide us with a specific instruction in relation to your entire order, or any
particular aspect of your order, we may execute the order in accordance with
your instructions. However, please note that if you provide us with a specific
instruction, this may prevent us from following some or all of the steps in our
Execution Policy that are designed to obtain the best possible result for the
execution of your orders. In following your instructions we will be deemed to
have taken all reasonable steps to provide the best possible result in respect
of the order or aspect of the order covered by your specific
instructions.

    


    Entities
to which orders are transmitted

    


    Unless
specifically instructed otherwise, we will use one of a selection of approved
brokers for the execution of orders (a list of such entities is included in the
Execution Policy) that enable us to obtain on a consistent basis the best
possible result for the execution of client orders.

    


    In
deciding which entity to use for the execution of an order we will take into
account the execution factors stated above.

     

    
      
        
        

      

      
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    In
certain financial instruments, there may only be one entity that we can transmit
an order to for execution, and in executing a trade in such circumstances we
will presume that we have provided the best possible result in respect of these
types of financial instruments.

    


    Monitoring
and Review

    


    We will
review the Execution Policy annually and monitor compliance with the Execution
Policy on a regular basis.

     

     

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